AMERICAN INTERNATIONAL GROUP INC
For the period ended May 14, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
American International Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
A Letter from our Chairman & Chief Executive Officer and our Lead Independent Director
| Dear Fellow Shareholders:2024 was an outstanding year of strategic, operational, and financial accomplishments for AIG. Against a backdrop of increased catastrophes, geopolitical tensions and economic volatility, we successfully completed a multi-year transformation, positioning us for the future. We simplified our operating structure and streamlined our portfolio, including the most recent divesture of the global personal travel insurance and assistance business. We accelerated the execution of AIG Next, making the Company leaner, and weaving the organization together while reducing expenses. We maintained a focus on our culture of underwriting excellence, further strengthened our balance sheet, and successfully completed the execution of several key strategic initiatives. We continued to exhibit a balanced capital management plan to support our financial strength, had strong organic growth in our commercial business, and returned capital to shareholders through reductions in debt, stock purchases, increased dividends and the redemption of our preferred stock. We ended 2024 with strong liquidity of $7.7 billion. Our most important accomplishment in 2024 was the financial deconsolidation of Corebridge Financial, Inc. We successfully reduced our ownership stake throughout the year, culminating in the sale of a 21.6% equity interest to Nippon Life Insurance Company in December. We exited 2024 owning approximately 23% of Corebridge, positioning us as a focused general insurance business with a best-in-class operating structure with three distinct reporting segments: North America Insurance, International Insurance and Global Personal Lines. The Board of Directors continued to work collaboratively to provide leadership, oversight and guidance to support our long-term objectives. The Board prioritized effective and aligned Board composition, supplemented by a thoughtful and ongoing approach to refreshment. The Board has sought to balance fresh perspectives with legacy knowledge and the requisite skills, expertise and competencies to provide sound stewardship as we sustain and build on our momentum. Since the last Annual Meeting, we have added two new directors to the Board who meet our strategic needs and priorities as we position AIG for the future. Together, Courtney Leimkuhler and Juan Perez bring a wealth of experience in financial services, the global insurance industry, business transformations, operational planning, technology and data and digital strategies. During 2024, the Board continued its focus on the key issues that are critical to the Company’s long-term success, contributing to the oversight of a broad range of business opportunities. At our annual offsite in July, we reviewed key components of the Company’s strategy with a concentrated focus on technology, cybersecurity, data and digital strategies. The Board heard from management on our future-focused initiatives such as AIG Underwriter Assistance, our Generative Artificial Intelligence powered solution to support underwriting, and reinsurance Syndicate 2478 at Lloyds, a new part of our reinsurance strategy. Throughout 2024 and early 2025, we continued our efforts to engage consistently and productively with our shareholders, seeking their feedback on a variety of topics. We reached out to investors representing 70% of shares outstanding and held meetings with those representing 54% of shares outstanding. In general, investors expressed significant support for our compensation program, governance practices and sustainability-related projects and commitments. We have entered an exciting new chapter with financial strength and flexibility achieved through strategic decision-making and disciplined execution. On behalf of the entire Board, we thank you for your continued support and encourage you to read this Proxy Statement and join the Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2025, on May 14, 2025, at 11:00 a.m. Eastern Time.Sincerely, | |
|---|---|
| Peter ZaffinoChairman & Chief Executive Officer | |
| John G. RiceLead Independent Director | |
| Peter ZaffinoChairman & CEO | John G. RiceLead Independent Director |
AIG 2025 PROXY STATEMENT 1
| Notice ofAnnual Meetingof Shareholders | 2025 Annual Meeting of Shareholders to be Held Virtually:This year’s meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2025Date and Time:May 14, 202511:00 a.m. Eastern Time |
|---|
April 2, 2025
Matters to be Voted On:
Election of the Twelve Director Nominees Named in this Proxy Statement
Advisory Vote to Approve Named Executive Officer Compensation
Advisory Vote on the Frequency of Future Executive Compensation Votes
Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025
Other business, if Properly Presented at the Annual Meeting
Your vote is very important. We encourage you to vote.
Who May Vote:
If you owned shares of American International Group, Inc. common stock at the close of business on March 17, 2025 (the record date), you are entitled to receive this Notice of the 2025 Annual Meeting and to vote at the 2025 Annual Meeting, either during the virtual meeting or by proxy.
How to Participate:
To participate in the 2025 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2025), enter the 16-digit voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. You can find detailed instructions on page 89 of this Proxy Statement.
Please carefully review this Proxy Statement and vote in one of the four ways identified on this page under “How to Vote.”
By Order of the Board of Directors.
Chris Banthin
Senior Vice President and Corporate Secretary
How to Vote:
By Telephone
Call the telephone number on your proxy card or voting instruction form or in other communications
By the Internet
Go to www.proxyvote.com and follow the instructions
By Mail
Sign, date and mail your proxy card or voting instruction form in the enclosed envelope
Online During the Meeting
Attend the 2025 Annual Meeting online. See page 90 for instructions on how to attend and vote online
The Board of Directors is soliciting proxies to be voted at our 2025 Annual Meeting of Shareholders on May 14, 2025, and at any postponed or reconvened meeting. We expect that the proxy materials and notice of internet availability will be mailed and made available to shareholders beginning on or about April 2, 2025.
2 AIG 2025 PROXY STATEMENT
| A Letter from our Chairman & Chief Executive Officer and our Lead Independent Director | 1 |
|---|---|
| Notice of Annual Meeting of Shareholders | 2 |
| Certain Important Terms | 4 |
| Proxy Statement Summary | 5 |
| Voting Matters and Vote Recommendation | 5 |
| What's New | 5 |
| About Us | 6 |
| 2025 Priorities and 2024 Highlights | 7 |
| Corporate Governance Highlights | 8 |
| Proposal 1—Election of Directors | 12 |
| Board Composition and Refreshment Process | 12 |
| Director Nominees | 15 |
| Corporate Governance | 23 |
| Our Continuing Commitment to Effective and Robust Corporate Governance Practices | 23 |
| Board Leadership Structure | 24 |
| Areas of Board Oversight | 28 |
| Board Committees | 31 |
| Director Compensation | 34 |
| Shareholder Engagement | 36 |
| Ownership of Certain Beneficial Owners | 38 |
| Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation | 40 |
|---|---|
| Compensation Discussion and Analysis (see detailed table of contents on page 41) | 41 |
| 2024 Executive Compensation | 70 |
| 2024 Summary Compensation Table | 70 |
| 2024 Grants of Plan-Based Awards | 72 |
| Outstanding Equity Awards at December 31, 2024 | 73 |
| Option Exercises and Vesting of Stock-Based Awards During 2024 | 75 |
| Potential Payments on Termination | 75 |
| Pay Ratio | 80 |
| Pay Versus Performance | 80 |
| Equity Compensation Plan Information | 84 |
| Proposal 3—Advisory Vote on the Frequency of Future Executive Compensation Votes | 85 |
| Report of the Audit Committee | 86 |
| Proposal 4—Ratify Appointment of PwC toServe as Independent Auditor for 2025 | 87 |
| Frequently Asked Questions About the Annual Meeting | 89 |
| Other Important Information | 94 |
| Appendix A - Non-GAAP Financial Measures | A-1 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on May 14, 2025. The Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement, as well as our 2024 Annual Report, are available free of charge at www.proxyvote.com or at www.aig.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, the Proxy Statement or Annual Report.
Our principal executive offices are located at 1271 Avenue of the Americas, New York, New York, 10020-1304.
AIG 2025 PROXY STATEMENT 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.